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Veritex Holdings (VBTX) says proposed acquisition of StoneCastle Insured Sweep was terminated

September 6, 2022 4:41 PM EDT

Veritex Holdings (NASDAQ: VBTX) disclosed:


Veritex Holdings, Inc. (“Veritex”) announced that, on September 1, 2022, StoneCastle Partners, LLC (“StoneCastle”) unilaterally terminated the definitive agreement in respect of Veritex’s previously announced proposed acquisition of StoneCastle Insured Sweep, LLC (d/b/a interLINK) from StoneCastle (the “Agreement”). Veritex had already received the approval of the Texas Department of Banking for the acquisition and was substantially progressed in pursuing the approval of the Federal Deposit Insurance Corporation (the “FDIC”) for the acquisition when StoneCastle terminated the Agreement. Veritex believes all the other conditions precedent to closing under the Agreement were (or were reasonably be expected to have been) satisfied upon receipt of approval from the FDIC. Neither Veritex nor the other parties to such agreement will pay a termination fee in connection with the termination of the transaction. Veritex is considering all options in connection with the termination of the Agreement, including in respect of willful and material breaches of the Agreement by StoneCastle.


On September 6, 2022, Veritex made available on its website electronic presentation slides that may be used by management of Veritex in discussions with investors and others. These presentation slides are attached as Exhibit 99.1 to this Current Report. The selected financial information in these presentation slides is derived from Veritex’s press release and second quarter 2022 earnings presentation materials, each dated July 27, 2022, included in Veritex’s Current Report on Form 8-K filed July 27, 2022. These presentation slides replace and supersede the second quarter 2022 earnings presentation materials furnished in Veritex’s Current Report on Form 8-K filed July 27, 2022. These presentation slides are dated September 6, 2022, and Veritex does not undertake to update these presentation slides after such date.


As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 (including exhibits) of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.




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