Texas Capital Bancshares and Independent Bank Group Terminate Proposed Merger of Equals; Cargill Steps Down as Texas Capital’s President and CEO

On May 26, Dallas-based Texas Capital Bancshares Inc., the parent company of Texas Capital Bank NA, along with McKinney-based Independent Bank Group Inc., the holding company for Independent Bank, announced that the companies have mutually agreed to terminate their merger agreement, previously announced last December. The termination was approved by both companies’ boards after careful consideration and given the significant impact of the COVID-19 pandemic on global markets and the companies’ ability to fully realize the benefits they expected to achieve through the merger.

In addition, Keith Cargill has stepped down as president, CEO and member of the board of both Texas Capital Bancshares and Texas Capital Bank, effective immediately. Larry L. Helm, who has served as chairman of Texas Capital Bancshares since 2012, will serve as executive chair, CEO and president of both companies until a permanent successor has been named. Cargill will serve as vice chairman of both companies through the end
of 2020. James H. Browning, an independent director and member of the Texas Capital Bancshares board since 2009, has been appointed lead director.

Helm has served as a director of Texas Capital Bancshares since 2006 and as chairman since 2012. He brings more than 30 years of commercial banking experience, including management positions at Bank One Corp., most notably as CEO of the Dallas region and CEO of U.S. middle-market banking. Helm received a BS degree in business administration from Trinity University and his MBA degree in banking and finance from the University of North Texas.

“Larry has worked closely with the entire management team over the past 14 years, gaining a deep understanding of the company’s unique opportunities,” says Elysia Ragusa, chair of the Texas Capital Bancshares’ governance and nominating committee.

“It has been one of the greatest honors of my life to be one of the founders of this great company and serve as CEO alongside our exceptional management team and our talented colleagues,” Cargill says.

“Under Keith’s leadership, the Texas Capital Bank team has built one of the best, fastest-growing business and private wealth banks in the U.S.,” Helms says. “Texas Capital Bank is well positioned to continue to execute against a stand-alone strategy.”

“While both companies believed in the benefits of the proposed [merger]transaction when it was announced, we mutually concluded after careful consideration that, given the significant uncertainty caused by the COVID-19 pandemic and the resulting economic and market environment, it would not be prudent to continue to pursue the combination and integration of our companies at this time,” says David R. Brooks, chairman and CEO of Independent Bank Group.

Established in 1997, Texas Capital Bank operates locations in Austin, Dallas, Fort Worth, Houston and San Antonio. Independent Bank, established in 1913, operates in the Dallas/Fort Worth, Austin and Houston regions, as well as the Colorado Front Range area, which includes Denver, Colorado Springs and Fort Collins.

Published in Bankers Digest June 1, 2020