Issuer Free Writing Prospectus

February 24, 2021

Filed Pursuant to Rule 433

Registration No. 333-252978

TEXAS CAPITAL BANCSHARES, INC.

12,000,000 Depositary Shares

Each Representing a 1/40th Interest

in a Share of 5.75% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B

(liquidation preference $1,000 per share (equivalent to $25 per Depositary Share))

Pricing Term Sheet

This term sheet supplements the information set forth under “Description of the Preferred Stock” and “Description of Depositary Shares” in the preliminary prospectus supplement, dated February 24, 2021, to the prospectus dated February 11, 2021.

 

Issuer:		Texas Capital Bancshares, Inc. (Nasdaq: TCBI)
Securities Offered:		Depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of 5.75% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B of the Issuer (the “Preferred Stock”)
Expected Ratings (Moody’s/S&P)*:		Ba2/B+
Number of Depositary Shares		12,000,000 Depositary Shares
Aggregate Liquidation Preference:		$300,000,000
Option to Purchase Additional Shares:		The underwriters will have an option to purchase 1,800,000 additional Depositary Shares, representing $45,000,000 in aggregate liquidation preference.
Dividend Rate (Non-Cumulative):		5.75% per annum, only when, as, and if declared
Dividend Payment Dates:		March 15, June 15, September 15 and December 15, commencing June 15, 2021
Day Count:		30/360
Maturity Date:		Perpetual
Optional Redemption:		The Issuer may redeem the Preferred Stock (i) in whole or in part, from time to time, on any dividend payment date on or after June 15, 2026, or (ii) in whole but not in part, at any time within 90 days following a “regulatory capital treatment event,” as defined in the preliminary prospectus supplement dated February 24, 2021, in either case, at a redemption price equal to $1,000 per share of Preferred Stock (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends, without regard to any undeclared dividends to but excluding the redemption date.

		In the event of a redemption of the Preferred Stock, the Depositary, as defined in the preliminary prospectus supplement dated February 24, 2021, is expected to redeem a proportionate number of Depositary Shares.
		The holders of the Depositary Shares will not have the right to require redemption   Any redemption of the Preferred Stock is subject to the Issuer’s receipt of any required prior approval by the Board of Governors of the Federal Reserve System.
Listing:		The Issuer intends to apply to list the Depositary Shares on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol “TCBIO”. If the application is approved, trading of the Depositary Shares on the Nasdaq is expected to commence within 30 days after the original issuance date of the Depositary Shares.
Trade Date:		February 24, 2021
Settlement Date:		March 3, 2021 (T+5)
Public Offering Price:		$25 per Depositary Share
Underwriting Discounts and Commissions		0.76738 per Depositary Share1
Net Proceeds to Issuer (before offering expenses):		$290.8 million (assuming no over-allotment option exercise)
CUSIP/ISIN:		88224Q 305 / US88224Q3056
Joint Book-Running Managers:		Morgan Stanley & Co. LLC BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC UBS Securities LLC

 

*		Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time.

¹ Reflects 840,000 Depositary Shares sold to institutional investors, for which the underwriters received an underwriting discount of $0.5000 per Depositary Share, and 11,160,000 Depositary Shares sold to retail investors, for which the underwriters received an underwriting discount of $0.7875 per Depositary Share.

The Preferred Stock and Depositary Shares are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or by any other government agency or instrumentality.

The issuer has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the other documents the issuer has filed with the SEC and incorporated by reference in such documents for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Morgan Stanley & Co. LLC collect at 1-866-718-1649, BofA Securities, Inc. toll-free at (800) 294-1322; Goldman Sachs & Co. LLC collect at 1-866-471-2526; J.P. Morgan Securities LLC collect at 1-212-834-4533 or UBS Securities LLC toll-free at (888) 827-7275.

Settlement Period: The closing will occur on March 3, 2021, which will be more than two U.S. business days after the date of this pricing term sheet. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the secondary market settle in two business days, unless the parties to a trade expressly agree otherwise.