Page 7 of 11 – SEC Filing
| Item 1. | Security and Issuer. |
This Statement on Schedule 13D (this “Statement”) relates to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Independent Bank Group, Inc., a Texas corporation (the “Issuer”). The Issuer’s principal executive offices are located at 1600 Redbud Boulevard, Suite 400, McKinney, Texas, 75069-3257.
| Item 2. | Identity and Background. |
The members of LEP Carlile Holdings, LLC, a Delaware limited liability company (“LEP Carlile”) are Thomas H. Lee, Lee Equity Partners Realization Fund, L.P., a Delaware limited partnership (“Lee Equity”), Lee Equity Strategic Partners Realization Fund, L.P., a Delaware Limited Partnership (“Lee Strategic”), and LEP Carlile Co-Investor Group I, LLC, a Delaware limited liability company (“Co-Investor”). LEP Carlile, Thomas H. Lee, Lee Equity, Lee Strategic, and Co-Investor are collectively referred to in this Statement as the “Reporting Persons.”
Lee Equity Partners Realization Fund GP, LLC, a Delaware limited liability company, is the general partner of Lee Equity and Lee Strategic (“General Partner”). Lee Equity Partners, LLC, a Delaware limited liability company (the “Investment Manager”) is the manager of LEP Carlile and Co-Investor and serves as the investment manager of Lee Equity and Lee Strategic. Voting and disposition decisions at the General Partner with respect to such securities are made by a majority in number of the General Partner’s managers, Thomas H. Lee, Benjamin A. Hochberg, Mark Gormley, Yoo Jim Kim, David J. Morrison, and Joseph B. Rotberg. Each of the managers disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.
The principal business address and principal office address of each of the Reporting Persons is 650 Madison Avenue, New York, New York 10022. The name and present principal occupation or employment of each director and executive officer of the Reporting Persons (other than Thomas H. Lee) are as follows:
| Name | Principal Occupation or Employment |
| Mark Gormley | Partner and Managing Director |
| Benjamin Hochberg | Partner and Managing Director |
| Yoo Jim Kim | Partner and Managing Director |
| David J. Morrison | Partner and Managing Director |
| Joseph B. Rotberg | Chief Financial Officer |
Thomas H. Lee and each of the other above-listed individuals is a citizen of the United States of America.
During the last five years, none of the Reporting Persons, to the best of their knowledge, or any of their officers and directors, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting of mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Considerations. |
The responses to Items 4, 5 and 6 of this Statement are incorporated herein by reference.
On November 21, 2016, the Issuer entered into an Agreement and Plan of Reorganization (the “Agreement”) with Carlile Bancshares, Inc., a Texas corporation (“CBI”), pursuant to which CBI would merge with and into the Issuer and Issuer would continue as the surviving entity (the “Merger”). On April 1, 2017, the Merger was completed.
Under the terms of the Agreement, the Issuer issued shares of Common Stock to the shareholders of CBI, including to the Reporting Persons, and paid cash to CBI option holders. The number of shares of Common stock issued to CBI shareholders, including the Reporting Persons, was based upon aggregate merger consideration of $434 million divided by an agreed price of $47.40 per share of Common Stock, adjusted for the aggregate amount of cash to be paid to option holders.
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