SCHEDULE TO
This Tender Offer Statement on Schedule TO (the Schedule TO) relates to the tender offer by Triumph Bancorp, Inc., a Texas
corporation (the Company), to purchase for cash up to $100,000,000 of its common stock, $0.01 par value per share (the shares), at a price per share of not less than $51.00 and not more than $58.00 in cash, without interest
and subject to any applicable withholding taxes. The Companys offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 7, 2022 (as amended or supplemented from time to time, the
Offer to Purchase), a copy of which is filed herewith as Exhibit (a)(1)(i), and in the accompanying Letter of Transmittal (as amended or supplemented from time to time, the Letter of Transmittal), a copy of which is filed
herewith as Exhibit (a)(1)(ii), which together constitute the tender offer. Additional documents relating to the tender offer are filed as Exhibits (a)(1)(iii), (a)(1)(iv), (a)(1)(v), (a)(1)(vi) and (a)(1)(vii). The information contained
in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.
Item 1. |
Summary Term Sheet. |
Reference is made to the information set forth under Summary Term Sheet in the Offer to Purchase, which is incorporated herein by
reference.
Item 2. |
Subject Company Information. |
(a) The name of the issuer is Triumph Bancorp, Inc. The address and telephone number of the Company is set forth under Item 3. As previously
announced by the Company, the issuer expects to change its name from Triumph Bancorp, Inc. to Triumph Financial, Inc. on December 1, 2022.
(b) Reference is made to the information set forth under Introduction in the Offer to Purchase, which is incorporated herein by
reference.
(c) Reference is made to the information set forth in the Offer to Purchase under Section 8 (Price Range of Shares;
Dividends), which is incorporated herein by reference.
Item 3. |
Identity and Background of Filing Person. |
The Company is the filing person. The address of its principal executive office is 12700 Park Central Drive, Suite 1700, Dallas, Texas 75251,
and its telephone number is (214) 365-6900. Its internet address is www.triumphbancorp.com. Unless expressly stated otherwise, the information contained on our website or connected to our website is not
incorporated by reference into this Schedule TO and should not be considered part of this Schedule TO. Reference is made to the information set forth in the Offer to Purchase under Section 11 (Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares), which is incorporated herein by reference.
Item 4. |
Terms of the Transaction. |
(a) Reference is made to the information set forth in the Offer to Purchase under the following headings, with such information being
incorporated herein by reference:
Summary Term Sheet;
Introduction;
Section 1
(Number of Shares; Proration);
Section 2 (Purpose of the Tender Offer; Certain Effects of the Tender Offer);