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TCBI announces pricing of $375,000,000 subordinated notes offering

Published on Apr 29, 2021

DALLAS – April 29, 2021 – Texas Capital Bancshares, Inc. (NASDAQ: TCBI), the parent company of Texas Capital Bank, N.A., announced that it has priced an underwritten public offering of $375,000,000 aggregate principal amount of 4.000% Fixed-to-Fixed Rate Subordinated Notes due 2031 (the “Notes”) at a price to the public of 100% of their face value. Interest on these Notes will accrue at a rate equal to (i) 4.000% per annum from the original issue date to, but excluding, May 6, 2026, the reset date, and (ii) a fixed rate per annum equal to the five-year U.S. Treasury rate as of the reset date, plus 3.150% per annum, from the reset date, to and including, May 6, 2031.

Interest on the Notes will be payable semi-annually in arrears, on May 6 and November 6 of each year, beginning on November 6, 2021. The offering of the Notes is expected to close on May 6, 2021, subject to the satisfaction of customary closing conditions.

The Notes are intended to qualify as Tier 2 capital for regulatory purposes. Texas Capital Bancshares, Inc. intends to use the net proceeds from this offering for general corporate purposes, which may include, among other uses, redeeming in whole or in part Texas Capital Bancshares, Inc.’s 6.50% Subordinated Notes due 2042 (the “2042 Notes”).

J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC acted as joint book-running managers for the offering.

The offering is being made pursuant to an effective shelf registration statement, including a prospectus and prospectus supplement, filed by Texas Capital Bancshares, Inc. with the Securities and Exchange Commission (“SEC”). Investors should read the prospectus together with the documents incorporated by reference and the applicable prospectus supplement carefully before investing in the securities described in the applicable prospectus supplement. These documents may be obtained for free by visiting the SEC website at www.sec.gov. You may also request these documents from Texas Capital Bancshares, Inc. by telephone at (214) 932-6600 or in writing at: Texas Capital Bancshares, Inc., Attention: Investor Relations, 2000 McKinney Avenue, Suite 700, Dallas, Texas 75201; J.P. Morgan Securities LLC (Attention: Investment Grade Syndicate Desk, 383 Madison Avenue, New York, NY 10179 (telephone: 1-212-834-4533)); and Goldman Sachs & Co. LLC (Prospectus Department, 200 West Street, New York, NY 10282, Telephone: (212) 902-1171 or by email at [email protected]).

This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer or sale is not permitted. Statements of intent in this press release do not constitute a notice of redemption of the 2042 Notes. Any such notice, if made, will only be made in accordance with the terms of the 2042 Notes.

About Texas Capital Bancshares, Inc.
Texas Capital Bancshares, Inc. (NASDAQ®: TCBI), a member of the Russell 2000® Index and the S&P MidCap 400®, is the parent company of Texas Capital Bank, N.A., a commercial bank that delivers highly personalized financial services to businesses and entrepreneurs. Headquartered in Dallas, the bank has full-service locations in Austin, Dallas, Fort Worth, Houston and San Antonio. Member FDIC.

Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding our financial condition, results of operations, business plans and future performance. These statements are not historical in nature and can generally be identified by such words as “believe,” “expect,” “estimate,” “anticipate,” “plan,” “may,” “will,” “forecast,” “could,” “should,” “projects,” “targeted,” “continue,“ “intend” and similar expressions.

Because forward looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. A number of factors, many of which are beyond our control, could cause actual results to differ materially from future results expressed or implied by such forward looking statements. These factors include, but are not limited to, (1) the credit quality of our loan portfolio, (2) general economic conditions in the United States, globally and in our markets and the impact they may have on us and our customers, including the continued impact on our customers from volatility in oil and gas prices, (3) the material risks and uncertainties for the U S and world economies, and for our business, resulting from the ongoing COVID 19 pandemic and any other pandemic, epidemic or health related crisis, (4) expectations regarding rates of default and credit losses, (5) volatility in the mortgage industry, (6) our business strategies, (7) our expectations about future financial performance, future growth and earnings, (8) the appropriateness of our allowance for credit losses and provision for credit losses, (9) our ability to identify, employ and retain qualified employees, (10) the impact of changing regulatory requirements and legislative changes on our business, (11) increased competition, (12) interest rate risk, (13) greater than expected costs or difficulties related to the integration and development of new lines of business, new products or service offerings and new technologies, (14) technological changes, (15) the cost and effects of cyber incidents or other failures, interruptions or security breaches of our systems or those of third party providers and (16) our success at managing the risk and uncertainties involved in the foregoing factors. In addition, statements about the effects of the COVID 19 pandemic on the firm’s business, results, financial position, liquidity and results of operations may constitute forward looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected.

These and other factors that could cause results to differ materially from those described in the forward looking statements, as well as a discussion of the risks and uncertainties that may affect our business, can be found in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and in other filings we make with the Securities and Exchange Commission. The information contained in this communication speaks only as of its date. Except to the extent required by applicable law or regulation, we disclaim any obligation to update such factors or to publicly announce the results of any revisions to any of the forward looking statements included herein to reflect future events or developments.

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