Guaranty Financial Group Inc.'s Registration Statement for Rights Offering Declared Effective by the SEC; Record Date for Rights Offering is June 18, 2008

June 19, 2008 5:42 PM EDT

AUSTIN, Texas--(BUSINESS WIRE)--

Guaranty Financial Group Inc. (NYSE: GFG) ("Guaranty" or the "Company") announced today that the registration statement filed with the Securities and Exchange Commission in connection with the Company's previously announced rights offering has been declared effective. Accordingly, the record date for the rights offering will be 5:00 p.m., New York City time, on June 18, 2008 (the "Record Date"). The rights offering will expire as of 5:00 p.m., New York City time, on July 21, 2008, unless extended by the Company. The Company has indicated that it intends to extend the rights offering to the extent necessary to accommodate the announcement of its financial results for the quarter ending June 30, 2008, and that it intends to distribute to holders of the Company's common stock as of the close of business on the Record Date a copy of the prospectus (as it may be amended or supplemented) and additional materials relating to the rights offering soon after that announcement.

As previously announced, the Company will distribute, at no charge, one non-transferable subscription right for each whole share of the Company's common stock owned by its stockholders as of 5:00 p.m. New York City time on the Record Date. Each basic subscription right will entitle the holder to purchase 0.6487 shares of the Company's common stock. The subscription price will be $5.17 per full share. The Company is offering an aggregate of 29,013,539 shares of its common stock in the rights offering.

Guaranty stockholders may obtain a copy of the prospectus from the information agent for the offering, D.F. King & Co., Inc. by contacting it at 48 Wall Street, New York, New York 10005 or by telephone at (800) 290-6426 (toll free). The Company has retained Keefe, Bruyette & Woods to serve as dealer manager for the rights offering.

Guaranty Financial Group Inc. is the second largest publicly-traded financial institution holding company headquartered in Texas and one of the 50 largest publicly-traded financial institution holding companies based in the U.S. ranked by asset size. Guaranty Financial Group operates Guaranty Bank, which engages in consumer and business banking activities through a network of more than 150 banking centers in Texas and California. Guaranty Bank also provides financing to middle market companies, independent energy producers, and the real estate industry. Additionally, Guaranty Bank operates an insurance agency, Guaranty Insurance Services, Inc.

Some statements made in this news release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of terms and phrases such as "believe," "anticipate," "could," "estimate," "likely," "intent," "may," "plan," "expect," and similar expressions, including references to assumptions or our plans and goals. Readers should not place undue reliance on these forward- looking statements. These forward-looking statements involve risks and uncertainties. Guaranty's actual results or performance may differ materially from those suggested, expressed, or implied by forward-looking statements due to a wide range of factors including, but not limited to: general economic, market, or business conditions; demand for new housing; competitive actions by other companies; changes in laws or regulations and actions or restrictions of regulatory agencies; deposit attrition, customer loss, or revenue loss in the ordinary course of business; cost or difficulties related to becoming a stand-alone public company; the inability to realize elements of our strategic plans; changes in the interest rate environment that expand or reduce margins or adversely affect critical estimates and projected returns on investments; economic conditions affecting real estate values and oil and gas prices and changes in market and/or general economic conditions, either nationally or regionally, that are less favorable than expected; natural disasters in primary market areas that may result in prolonged business disruption or materially impair the value of collateral securing loans; assumptions and estimates underlying critical accounting policies, particularly allowance for credit losses, may prove to be materially incorrect or may not be borne out by subsequent events; current or future litigation, regulatory investigations, proceedings or inquiries; strategies to manage interest rate risk may yield results other than those anticipated; a significant change in the rate of inflation or deflation; changes in the securities markets; the ability to complete merger, acquisition or divestiture plans; regulatory or other limitations imposed as a result of a merger, acquisition or divestiture; and the success of our business following a merger, acquisition or divestiture; the final resolutions or outcomes with respect to our contingent and other corporate liabilities related to our business and any related actions for indemnification made pursuant to the separation and distribution agreement between us and Temple-Inland Inc. Other risks are detailed in our Annual Report on Form 10-K for the year ended December 31, 2007, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008, and other reports filed with the Securities and Exchange Commission. Readers may access our reports filed with the Securities and Exchange Commission at www.sec.gov. Guaranty disclaims any obligation to subsequently revise or update 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.

Source: Guaranty Financial Group Inc.

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