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)
August 29, 2014
VIEWPOINT FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Maryland | | 001-34737 | | 27-2176993 |
(State or other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
1309 W. 15th Street, Plano, Texas | | | | 75075 |
(Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (972) 578-5000
N/A
(Former name or former address, if changed since last report)
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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x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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ITEM 1.01 | Entry into a Material Definitive Agreement |
On November 25, 2013, ViewPoint Financial Group, Inc. (the “Registrant”) entered into a definitive agreement (the “Merger Agreement”) with LegacyTexas Group, Inc. (“LegacyTexas”), pursuant to which LegacyTexas will be merged with and into the Registrant (the “Merger”). On June 17, 2014, the Registrant issued a press release announcing that additional time would be required to obtain regulatory approvals and to satisfy customary closing conditions necessary to complete the Merger, and that the parties had jointly extended the Merger Agreement to August 31, 2014, pursuant to its terms. Current Reports on Form 8-K were filed by the Registrant with the Securities and Exchange Commission (the "SEC") on November 25, 2013 and June 17, 2014, announcing the Merger and the extension of the Merger, respectively.
As of August 29, 2014, the required regulatory approvals had not been obtained. As a result, the Registrant and LegacyTexas amended the Merger Agreement (the “Amendment”), as follows:
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• | to extend the Merger Agreement to December 31, 2014 ; |
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• | to provide that the closing date of the Merger shall take place within five (5) business days after the receipt of all necessary regulatory approvals (including the expiration or termination of any mandatory waiting periods); and |
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• | to allow LegacyTexas to make: (i) a cash distribution to its shareholders of $942,000; and (ii) immediately prior to the effective time of the Merger, an additional cash distribution to its shareholders of $942,000 if the transaction does not close on or before the Registrant's ex-dividend date for the payment of its regularly scheduled quarterly cash dividend for the third quarter of 2014 (estimated to be on or around November 1, 2014) and nonrecurring charges, assessments or costs incurred or proposed during such period that are not deductible for federal income tax purposes (other than customary transaction expenses) do not exceed $2.5 million. |
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The press release issued on August 29, 2014 announcing the Amendment is attached to this report as Exhibit 99.1.
In connection with the proposed merger between the Registrant and LegacyTexas, the Registrant has filed with the SEC a registration statement on Form S-4, which was declared effective by the SEC on April 9, 2014. The registration statement includes a proxy statement/prospectus, which was mailed in definitive form to the shareholders of LegacyTexas on April 15, 2014. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN, OR WILL CONTAIN, AS THE CASE MAY BE, IMPORTANT INFORMATION ABOUT LEGACYTEXAS, THE REGISTRANT AND THE PROPOSED TRANSACTION. Copies of these documents may be obtained free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by the Registrant are available free of charge by accessing the Registrant’s website (www.viewpointfinancialgroup.com, under “SEC Filings”) or by contacting Casey Farrell at (972) 801-5871.
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ITEM 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit 2.1 | Amendment to merger agreement with LegacyTexas |
Exhibit 99.1 | Press release |
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.
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| | | VIEWPOINT FINANCIAL GROUP, INC. |
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Date: | August 29, 2014 | By: | /s/ Kari J. Anderson |
| | | Kari J. Anderson, Chief Accounting Officer and Interim Principal Financial Officer |
EXHIBIT INDEX
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Exhibit No. | Description |
Exhibit 2.1 | Amendment to merger agreement with LegacyTexas |
Exhibit 99.1 | Press release |
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT (this “Amendment”), dated as of August 29, 2014, to the Agreement and Plan of Merger, dated as of November 25, 2013, as amended by the Amendment to Agreement and Plan of Merger, dated February 19, 2014 (collectively, the “Agreement”), is entered into by and between VIEWPOINT FINANCIAL GROUP, INC., a Maryland corporation (“ViewPoint”) and LEGACYTEXAS GROUP, INC., a Texas corporation (“Legacy”). ViewPoint and Legacy are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not defined herein have the meanings set forth in the Agreement.
WHEREAS, pursuant to Section 8.3 of the Agreement, this Amendment requires the written consent of the Parties; and
WHEREAS, the Parties desire to enter into this Amendment for the purpose of amending the Agreement as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
1. Amendment to Section 1.3. Section 1.3 of the Agreement shall be amended in its entirety to read as follows:
“Section 1.3. Closing. The closing of the transactions contemplated by this Agreement (the “Closing”), at which the Parties shall exchange certificates, opinions, letters and other documents in order to determine whether all of the conditions set forth in Article VII of this Agreement have been satisfied or, to the extent permitted by Applicable Legal Requirements, waived or whether any condition, event or state of facts exists that would permit a Party to terminate this Agreement in accordance with Article VIII, shall take place on a date mutually agreeable to ViewPoint and Legacy within five (5) Business Days after the latter of the following occurs: (i) the receipt of all necessary regulatory approvals (including the expiration or termination of any mandatory waiting periods) or (ii) the receipt of the Required Legacy Vote, unless extended by mutual agreement of the Parties (“Closing Date”). If no such condition, event or state of facts then exists enabling a Party, or if no Party elects to exercise any right it may have, to terminate this Agreement, then and thereupon the Parties shall execute such documents and instruments as may be necessary or appropriate to consummate the transactions contemplated by this Agreement. The Closing shall be held at the offices of Hunton & Williams LLP, located at 1445 Ross Avenue, Dallas, Texas, at 10:00 a.m., local time, on the Closing Date, unless another place or time is agreed to in writing by the Parties.”
2. Amendment to Section 2.1(h). Section 2.1(h) of the Agreement shall be amended in its entirety to read as follows:
“(h) Notwithstanding anything to the contrary herein, Legacy may distribute, from time to time or in a lump sum, to the Legacy shareholders, at or prior to the Closing Date, (i) a cash distribution of $3.00 per share (the “Special Distribution”), (ii) a cash distribution of $942,000 (the “Second Special Distribution”) and (iii) any distributions provided for by Section 5.1(b)(i)(y) (“Stub Period Distribution”), which Special Distribution and Second Special Distribution shall be in addition to distributions provided for in Section 5.1(b)(i)(y); provided that if for any reason Legacy cannot make the Special Distribution, the Second Special Distribution, or the Stub Period Distribution, then the Per Share Cash Amount and the Exchange Ratio shall be adjusted appropriately for any shortfall in the Special Distribution, Second Special Distribution, and/or the Stub Period Distribution.”
3. Amendment to Section 5.1(b). Section 5.1(b) of the Agreement shall be amended in its entirety to read as follows:
“(b) Dividends; Changes in Stock. Legacy shall not, nor shall it permit any of its Subsidiaries to, or propose to, (i) declare or pay any dividends on or make other distributions in
respect of any of its capital stock, except (x) for dividends by a wholly owned Subsidiary of Legacy, (y) for distributions to Legacy shareholders in an aggregate amount not to exceed (A) 43.4 percent of the taxable income of Legacy during the period between January 1, 2013 through the Effective Date less $7,762,769 (but not including the Special Distribution and the Second Special Distribution) plus (B) immediately prior to the Effective Time, an additional $942,000 if the Effective Time has not occurred on or before ViewPoint’s ex-dividend date for its quarterly cash dividend for the third quarter of 2014 (estimated to be on or around November 1, 2014) and nonrecurring charges, assessments or costs incurred or proposed during such period that are not deductible for federal income tax purposes (other than customary transaction expenses) do not exceed $2,500,000, (ii) as specifically contemplated in Section 2.1(h) hereof, (iii) the declaration and payment of regular cash dividends on any currently outstanding trust preferred securities issued by any Subsidiary of Legacy in accordance with the terms of the Legacy Trust Documents entered into by such Subsidiary, (iv) split, combine, exchange, adjust or reclassify any of its capital stock or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, or (v) purchase, redeem or otherwise acquire, or permit any Subsidiary to purchase, redeem or otherwise acquire, any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock (except for the acquisition of DPC shares in the ordinary course of business consistent with past practice and except pursuant to agreements in effect on the date hereof and disclosed in Legacy Disclosure Schedule 5.1(b)).”
4. Amendment to Section 8.1(c). Section 8.1(c) of the Agreement shall be amended in its entirety to read as follows:
“(c) by either ViewPoint or Legacy, upon written notice to the other Party, if the Merger shall not have been consummated on or before June 30, 2014; provided, however, that (i) such date may be extended one or more times, but not to a date any later than December 31, 2014, by notice from either Party delivered to the other Party on or before June 30, 2014, or the later date to which such date has then been most recently extended as provided herein, if the only condition to the Closing that has not been satisfied or is not capable of being satisfied as of the date such notice is delivered is receipt of any Requisite Regulatory Approval and the satisfaction of such condition remains reasonably possible and (ii) the right to terminate this Agreement under this Section 8.1(c) shall not be available to any Party whose failure to comply with any provision of this Agreement shall have resulted in, or principally caused, the failure of the Effective Time to occur on or before such date.”
5. Amendment. This Amendment may only be amended, modified, waived or supplemented in the same manner as the Agreement may be amended, modified, waived or supplemented pursuant to Section 8.3 of the Agreement.
6. Successors and Assigns. This Amendment is binding on and inures to the benefit of the parties hereto and their respective successors and permitted assigns under the Agreement.
7. Agreement Affirmed. Except as expressly modified and superseded by this Amendment, all terms and provisions of the Agreement shall remain unchanged and in full force and effect without modification, and nothing herein shall operate as a waiver of any party’s rights, powers or privileges under the Agreement. Notwithstanding anything to the contrary herein, this Amendment does not waive any breaches in the representations and warranties contained in the Agreement or in any document delivered pursuant hereto.
8. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts together shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be signed, sealed and delivered through their respective authorized signatories the day and year first above written. |
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VIEWPOINT FINANCIAL GROUP, INC. | | LEGACYTEXAS GROUP, INC. |
By: | /s/ Kevin J. Hanigan | | By: | /s/ George A. Fisk |
Name: | Kevin J. Hanigan | | Name: | George A. Fisk |
Title: | President and CEO | | Title: | Vice Chairman and CEO |
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FOR IMMEDIATE RELEASE
August 29, 2014
Contact: Investor Inquiries:
Casey Farrell, ViewPoint Financial Group, Inc.
972-801-5871/shareholderrelations@viewpointfinancialgroup.com
Media Inquiries:
Mary Rische, ViewPoint Bank
972-509-2020 Ex. 7331/mary.rische@viewpointbank.com
ViewPoint Financial Group, Inc. and LegacyTexas Group, Inc. Announce Amendment of Merger Agreement
PLANO, Texas, August 29, 2014 -- ViewPoint Financial Group, Inc. ("ViewPoint") (NASDAQ: VPFG) and LegacyTexas Group, Inc. ("LegacyTexas") announced today that additional time will be required to obtain regulatory approvals and to satisfy customary closing conditions necessary to complete their merger, and have amended their merger agreement to extend the agreement to December 31, 2014. Also, the amended merger agreement provides that the closing date of the merger shall take place within five days after receipt of all regulatory approvals, including applicable waiting periods, as well as allows LegacyTexas to make up to two additional distributions to its shareholders prior to the effective date of the merger. The merger will result in one of the largest independent banks in the state of Texas, with 51 branches and pro forma assets of over $5 billion.
"We are working very hard to complete the merger, and are totally committed to creating, together, the premier Dallas-Fort Worth commercial banking franchise," said ViewPoint President and CEO Kevin Hanigan. "Our integration efforts are progressing very well, and we are pleased with the continued strong 2014 performance of both LegacyTexas and ViewPoint."
George Fisk, CEO and vice chairman of LegacyTexas, who will join the Boards of Directors of both ViewPoint and its banking subsidiary at closing, stated, "We look forward to bringing these great companies together, realizing key operational synergies, and increasing the combined bank's ability to help grow area businesses and support our communities."
As previously announced, the merger has been unanimously approved by the boards of directors of both companies, and by the shareholders of LegacyTexas.
About ViewPoint Financial Group, Inc.
ViewPoint Financial Group, Inc. is the holding company for ViewPoint Bank, N.A. ViewPoint Bank, N.A. operates 31 banking offices in the Dallas/Fort Worth metropolitan area, including two First National Bank of Jacksboro locations in Jack and Wise Counties. For more information, please visit www.viewpointbank.com or www.viewpointfinancialgroup.com.
About LegacyTexas Group, Inc.
LegacyTexas Group, Inc. is the holding company for LegacyTexas Bank, headquartered in Plano, Texas. LegacyTexas Bank operates 20 branches in the Dallas/Fort Worth metropolitan area. Additionally, LegacyTexas Bank operates insurance and title company businesses. For more information, please visit www.legacytexasbank.com.
When used in filings by ViewPoint Financial Group, Inc. (“ViewPoint”) with the Securities and Exchange Commission (the “SEC”) in ViewPoint’s press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “will likely result,” “are expected to,” “will continue,” “is
anticipated,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, including, among other things: the expected cost savings, synergies and other financial benefits from the ViewPoint-LegacyTexas merger (the “Merger”) might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters might be greater than expected; the requisite regulatory approvals might not be obtained or other conditions to completion of the merger set forth in the merger agreement might not be satisfied or waived; changes in economic conditions; legislative changes; changes in policies by regulatory agencies; fluctuations in interest rates; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; ViewPoint’s ability to access cost-effective funding; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in ViewPoint’s market area; the industry-wide decline in mortgage production; competition; changes in management’s business strategies and other factors set forth in ViewPoint’s filings with the SEC.
ViewPoint does not undertake - and specifically declines any obligation - to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. ViewPoint has filed with the SEC a registration statement on Form S-4, which was declared effective by the SEC on April 9, 2014. The registration statement includes a proxy statement/prospectus, which was mailed in definitive form to the shareholders of LegacyTexas on April 15, 2014. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT LEGACYTEXAS, VIEWPOINT AND THE MERGER. Investors may obtain these documents free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by ViewPoint are available free of charge by accessing ViewPoint’s website (www.viewpointfinancialgroup.com, under “SEC Filings”) or by contacting Casey Farrell at (972) 801-5871.
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