8-K: Current report
Published on July 13, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 (see General Instructions A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 3.02.Unregistered Sale of Equity Securities.
On July 8, 2020, Triumph Bancorp, Inc. (the “Company”) issued 630,268 shares of its common stock to Covenant Transport Solutions, LLC as partial consideration for the acquisition of certain factoring assets for an aggregate of cash consideration of $108.4 million, Company common stock valued at approximately $13.9 million and the opportunity to earn contingent cash consideration of up to approximately $9.9 million following the twelve-month period ending July 31, 2021. Such shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act. In connection therewith, the Company agreed to file with the U.S. Securities and Exchange Commission, within five business days following the filing of its quarterly report for the quarter ended June 30, 2020, a registration statement or prospectus supplement covering the resale of such shares.
Item 8.01.Other Events.
On July 8, 2020, the Company issued a press release announcing the consummation of the purchase of certain factoring assets, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit |
Description |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
TRIUMPH BANCORP, INC.
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By: |
/s/ Adam D. Nelson |
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Name: Adam D. Nelson Title: Executive Vice President & General Counsel |
Date: July 13, 2020
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