Triumph Financial, Inc. Announces Preliminary Results of Tender Offer
07 Dicembre 2022 - 2:07PM
Triumph Financial, Inc. (f/k/a Triumph Bancorp, Inc.) (Nasdaq:
TFIN) (“Triumph” or the “Company”) announced today the preliminary
results of its modified “Dutch auction” tender offer to purchase up
to $100 million of its common stock for cash at a price per share
not less than $51.00 and not greater than $58.00, which expired at
12:00 midnight, New York City time, at the end of the day on
December 6, 2022.
Based on the preliminary count by Equiniti Trust Company, the
depositary for the tender offer, a total of 408,615 shares of
Triumph’s common stock, $0.01 par value per share, were properly
tendered and not properly withdrawn at or below the purchase price
of $58.00 per share, including 4,236 shares that were tendered by
notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer,
and based on the preliminary count by the depositary, the Company
expects to acquire 408,615 shares of its common stock, at a price
of $58.00 per share, for an aggregate cost of approximately
$23,699,670, excluding fees and expenses relating to the tender
offer. The 408,615 shares that the Company expects to accept for
purchase represent approximately 1.67% of the Company’s shares
outstanding as of December 5, 2022. As the Company expects to
accept for purchase all the shares that were properly tendered at a
price at or below $58.00 and not properly withdrawn, the Company
expects there to be no proration factor.
The number of shares to be purchased are preliminary and subject
to change. The preliminary information contained in this press
release is subject to confirmation by the depositary and is based
on the assumption that all shares tendered through notice of
guaranteed delivery will be delivered within the two trading day
settlement period. The final number of shares to be purchased will
be announced following the expiration of the guaranteed delivery
period and completion by the depositary of the confirmation
process. Payment for the shares accepted for purchase under the
tender offer, and return of all other shares tendered and not
purchased, will occur promptly thereafter.
The Company may, in the future, decide to purchase additional
shares in the open market subject to market conditions and private
transactions, tender offers or otherwise subject to applicable law.
Any such purchases may be on the same terms as, or on terms that
are more or less favorable to stockholders than, the terms of the
offer. Whether the Company makes additional repurchases in the
future will depend on many factors, including but not limited to
its business and financial performance, the business and market
conditions at the time, including the price of the shares, and
other factors the Company considers relevant.
The information in this press release describing the tender
offer is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell shares of
common stock in the tender offer. The tender offer was made only
pursuant to the Offer to Purchase and the related materials that
the Company filed with the SEC, as amended or supplemented.
Stockholders who have questions or would like additional
information about the tender offer may contact the information
agent for the tender offer, D.F. King & Co., Inc.,
toll-free at (866) 620-2536.
About Triumph
Triumph Financial, Inc. (Nasdaq: TFIN) is a financial holding
company headquartered in Dallas, Texas, offering a diversified line
of payments, factoring, and banking services.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. Any
statements about our expectations, beliefs, plans, predictions,
forecasts, objectives, assumptions or future events or performance
are not historical facts and may be forward-looking. You can
identify forward-looking statements by the use of forward-looking
terminology such as “believes,” “expects,” “could,” “may,” “will,”
“should,” “seeks,” “likely,” “intends,” “plans,” “pro forma,”
“projects,” “estimates” or “anticipates” or the negative of these
words and phrases or similar words or phrases that are predictions
of or indicate future events or trends and that do not relate
solely to historical matters. You can also identify forward-looking
statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties
and you should not rely on them as predictions of future events.
Forward-looking statements depend on assumptions, data or methods
that may be incorrect or imprecise and we may not be able to
realize them. We do not guarantee that the transactions and events
described will happen as described (or that they will happen at
all). Investors are cautioned that such statements are predictions
and that actual events or results may differ materially. Triumph’s
expected financial results or other plans are subject to a number
of risks and uncertainties. For a discussion of such risks and
uncertainties, which could cause actual results to differ from
those contained in the forward-looking statements, see “Risk
Factors” and the forward-looking statement disclosure contained in
the Company’s Annual Report on Form 10-K, filed with the Securities
and Exchange Commission on February 14, 2022 and the Company’s
Quarterly Reports on Form 10-Q for the periods ending March 31,
2022, June 30, 2022, and September 30, 2022, respectively, each of
which has been filed with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date made. Source:
Triumph Financial, Inc.
Investor Relations:Luke WyseSenior Vice
President, Finance & Investor
Relationslwyse@tbkbank.com214-365-6936
Media Contact:Amanda TavackoliSenior Vice
President, Director of Corporate
Communicationatavackoli@tbkbank.com214-365-6930
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