8-K
false 0001539638 0001539638 2020-10-26 2020-10-26 0001539638 us-gaap:CommonStockMember 2020-10-26 2020-10-26 0001539638 us-gaap:SeriesCPreferredStockMember 2020-10-26 2020-10-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 26, 2020

 

 

TRIUMPH BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   001-36722   20-0477066

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

12700 Park Central Drive, Suite 1700,

Dallas, Texas

    75251
(Address of Principal Executive Offices)     (Zip Code)

(214) 365-6900

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

 

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2b)

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

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:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, par value $0.01 per share   TBK   NASDAQ Global Select Market
Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock   TBKCP   NASDAQ Global Select Market

 

 

 


Item 8.01.

Other Events

On October 26, 2020, Triumph Bancorp, Inc. (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) (No. 333-237663) (the “Registration Statement”), under the Securities Act of 1933, as amended, with respect to the resale by the selling stockholder named therein of up to 630,268 shares of the Company’s common stock (the “Shares”). The Company issued the Shares to such selling stockholder on July 8, 2020 as partial consideration for the acquisition of certain factoring assets from the selling stockholder pursuant to an accounts receivable purchase agreement.

In connection with filing of such prospectus supplement, the Company is filing a legal opinion as Exhibit No. 5.1 to this current report on Form 8-K, which is incorporated by reference into the Registration Statement.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit

  

Description

  5.1    Opinion of Adam D. Nelson, Executive Vice President and General Counsel of the Company.
23.1    Consent of Adam D. Nelson, Executive Vice President and General Counsel of the Company (included in Exhibit 5.1 of this Current Report on Form 8-K).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


EXHIBIT INDEX

 

Exhibit

  

Description

  5.1    Opinion of Adam D. Nelson, Executive Vice President and General Counsel of the Company.
23.1    Consent of Adam D. Nelson, Executive Vice President and General Counsel of the Company (included in Exhibit 5.1 of this Current Report on Form 8-K).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
By:  

/s/ Adam D. Nelson

Name:   Adam D. Nelson
Title:   Executive Vice President & General Counsel

Date: October 26, 2020

EX-5.1

Exhibit 5.1

October 26, 2020

Triumph Bancorp, Inc.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

 

Re:

Triumph Bancorp, Inc. – Common Stock

Ladies and Gentlemen:

I am the Executive Vice President and General Counsel of Triumph Bancorp, Inc., a Texas corporation (the “Company”). In connection with the registration under the Securities Act of 1933 (the “Securities Act”) of 630,268 shares of common stock, par value $0.01 per share, of the Company (the “Securities”), I, or members of my staff, have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion.

In rendering the opinion expressed herein, I, or members of my staff, have examined and relied upon such records of the Company and such agreements, certificates and receipts of public officials, certificates as to factual matters executed by responsible officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below.

In making such examination and rendering the opinion set forth below, I have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to me or members of my staff as originals, the authenticity of the originals of such documents submitted to me or my staff as certified copies, the conformity to originals of all documents submitted to me or my staff as copies, the authenticity of the originals of such documents, that all documents submitted to me or my staff as certified copies are true and correct copies of such originals and the legal capacity of all individuals executing any of the foregoing documents. In making my examination of executed documents, I have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Securities have been duly authorized and validly issued and are fully paid and non-assessable.

I am a member of the bar of the State of Texas and I do not express any opinion herein concerning any law other than the Texas Business Organizations Code (including the statutory provisions, all applicable provisions of the Texas Constitution and reported judicial decisions interpreting the foregoing).

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K filed by the Company on October 26, 2020 and to the use of my name under


the caption “Legal Matters” in the prospectus included in the Company’s Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (No. 333-237663). In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the SEC promulgated thereunder.

 

Very truly yours,

/s/ Adam D. Nelson

Name:   Adam D. Nelson
Title:   Executive Vice President and General Counsel